SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Canekeratne Kris A

(Last) (First) (Middle)
C/O VIRTUSA CORPORATION
2000 WEST PARK DRIVE

(Street)
WESTBOROUGH MA 01581

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [ VRTU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
common stock 09/02/2014 S (1) 4,000 D $34.4177 (2) 1,028,853 D
common stock 09/02/2014 F 8,218 (3) D $34.54 1,020,635 D
common stock 09/03/2014 S (1) 4,000 D $34.2914 (4) 1,016,635 D
common stock 301,389 I Held by spouse
Common Stock 60,982 I Held by Kris Canekeratne Irreovocable Trust
Common Stock 60,982 I Held by Irrevocable Trust of spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of June 11, 2014 entered into by and between Kris Canekeratne and an investment bank.
2. This transaction was executed in multiple trades at prices ranging from $34.30 to $34.59 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. The reporting person was granted performance based, deferred restricted stock awards under the Company's 2007 Stock Option and Incentive Plan on 8/6/2013, which awards vest only upon the Company's achievement of certain revenue targets for the fiscal year ended March 31, 2014 ("FY14"). To the extent that the shares conditionally vest per the performance targets for FY14, then 33% of such shares vest on 9/1/14 and the remaining 67% vest on 3/1/16. Based on the Company's revenue of $396.9 million for FY14, on 5/21/14, our Board approved the reporting person earning 115% of the shares granted or 52,815 shares, of which 33% vest on 9/1/14 and 67% vest on 3/1/16, based on continued service of the reporting person. On 9/2/14, 8218 shares were withheld to pay the reporting person's tax liability thereon.
4. This transaction was executed in multiple trades at prices ranging from $34.08 to $34.52 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Remarks:
/s/ Paul D. Tutun, Attorney in Fact 09/03/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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